EXHIBIT
10.1


ASSET
TRANSFER AGREEMENT
  BY
AND AMONG
  INNOVATIVE
WIRELESS TECHNOLOGIES, INC.,
  AND
  SERGEI
MIRONICHEV
  Dated
as of August 13, 2010
   1
  DEFINITIONS
  “Agreement”
has the meaning set forth in the Preamble.
  “Assumed
Liabilities” has the meaning set forth in Section
1.2.
  “Breach”
means (a) any breach, inaccuracy, failure to perform, failure to comply,
conflict with, failure to notify, default, or violation or (b) any other act,
omission, event, occurrence or condition the existence of which would (i) permit
any Person to accelerate any obligation or terminate, cancel, or modify any
right or obligation or (ii) require the payment of money or other
consideration.
  “Business
Day” means any day other than (i) a Saturday or a Sunday or (ii) a day on which
banking and savings and loan institutions are authorized or required by federal
law to be closed.
  “Closing”
means the closing of the transfere of the Transferred Assets in accordance with
this Agreement.
  “Closing
Date” has the meaning set forth in Section
2.1.
  “Code”
means the Internal Revenue Code of 1986, as amended, and all guidance
promulgated thereunder.
  “Contract”
shall mean written, oral, implied or other agreement, contract, understanding,
arrangement, instrument, note, guaranty, indemnity, representation, warranty,
deed, assignment, power of attorney, certificate, purchase order, work order,
insurance policy, benefit plan, commitment, covenant, assurance or undertaking
of any nature, including without limitation any agreement (i) evidencing an
obligation to pay or receive money in excess of $2,500 annually, (ii) binding
Transferor and which does not allow Transferor to terminate on 30 days’ or less
prior notice without penalty or payment by Transferor or (iii) relating to
services or goods provided by Transferor.
  “Encumbrance”
means any claim, charge, lease, covenant, easement, encumbrance, security
interest, lien, option, pledge, rights of others, or restriction (whether on
voting, sale, transfer, disposition or otherwise), whether imposed by agreement,
understanding, law, equity or otherwise, except for any restrictions on transfer
generally arising under any applicable federal or state securities
law.
  “GAAP”
means generally accepted accounting principles in the United
States.
  “Governmental
Entity” means any government or any agency, bureau, board, commission, court,
department, official, political subdivision, tribunal or other instrumentality
in each case of any government, whether federal, state or local, domestic or
foreign.
  “Indemnified
Transferee Parties” has the meaning set forth in Section
7.2.
  “IRS”
means the Internal Revenue Service or any successor entity.
  2
  “Law”
means any constitutional provision, statute or other law, rule, regulation, or
interpretation of any Governmental Entity, and any Order.
  “Liability”
means all indebtedness, obligations and other liabilities of a Person (whether
absolute, accrued, contingent, fixed or otherwise, or whether due or to become
due), including those arising under any Law, action, investigation, inquiry or
order and those arising under any Contract.
  “Loss” or
“Losses” means any action, cost, damage, disbursement, expense, Liability, loss,
obligation, diminution in value, or penalty of any kind or nature which may be
imposed on or otherwise incurred or suffered by the specified Person and solely
in the case of the defense of Third-Party Claims, shall include reasonable
legal, accounting and other professional fees and expenses.
  “Material
Adverse Effect” means a material adverse effect on the business, operations,
condition (financial or otherwise), properties, liabilities, prospects, and
assets of Transferor.
  “Order”
means any decree, injunction, judgment, order, ruling, assessment or
writ.
  “Organizational
Documents” means the articles of incorporation, certificate of incorporation,
charter, bylaws, articles of formation, regulations, operating agreement,
certificate of limited partnership, partnership agreement, and all other similar
documents, instruments, or certificates executed, adopted, or filed in
connection with the creation, formation, or organization of a Person, including
any amendments thereto.
  “Party”
or “Parties” has the meaning set forth in the Preamble.
  “Permit”
means any license, permit, franchise, certificate of authority, or any waiver of
the foregoing, required to be issued by any Governmental Entity.
  “Person”
means an association, a corporation, an individual, a partnership, a trust or
any other entity or organization, including a Governmental Entity.
  “Personal
Property” means machinery, equipment, computer programs, computer software,
tools, motor vehicles, furniture, furnishings, leasehold improvements, office
equipment, inventories, supplies, plant, spare parts, and other tangible or
intangible personal property.
  “Transferred
Assets” has the meaning set forth in Section
1.1.
  “Required
Third Party Consents” has the meaning set forth in Section
3.2.
  “Revenue
Distribution” has the meaning specified in Section
1.3.
  “Tax”
means any gross receipts, license, payroll, employment, excise, severance,
stamp, occupation, premium, windfall profits, environmental (including taxes
under Code §59A), customs duties, capital stock, franchise, profits,
withholding, social security (or similar), unemployment, disability, real
property, Personal Property, sales, use, transfer, registration, value added,
alternative or add-on minimum, estimated, or other tax of any kind whatsoever,
including any interest, penalty, or addition thereto, whether disputed or not,
and including any obligations to indemnify or otherwise assume or succeed to the
Tax liability of any other Person, including pursuant to any tax sharing
agreement or any other contract relating to the sharing or payment of any such
tax.
  3
  “Tax
Return” means any return (including any information return), report, statement,
schedule, notice, form, or other document or information filed with or submitted
to, or required to be filed with or submitted to, any Taxing Authority in
connection with the determination, assessment, collection, or payment of any Tax
or in connection with the administration, implementation, or enforcement of or
compliance with any Law relating to any Tax, including any amendment
thereof.
  “Taxing
Authority” means the IRS or any other authority (whether domestic or foreign
including, without limitation, any state, local or foreign government or any
subdivision or taxing agency thereof (including a United States possession))
responsible for the administration of any Tax.
  “Third
Party Claim” has the meaning set forth in 7.4(a).
  “Transaction
Documents” means this Agreement, the Bill of Sale, Assignment and Assumption
Agreement, and any amendments thereto.
 
 “Transferee”
has the meaning set forth in the Preamble.
  “Transferor”
has the meaning set forth in the Preamble.
  4
  ASSET
TRANSFER AGREEMENT
  This
Asset Transfer Agreement (this “Agreement”) is
entered into as of August 6, 2010 by and among Innovative Wireless Technologies,
Inc., a Delaware corporation (formerly known as Bayrock Ventures, Inc.) (“Transferee”), and
Sergei Mironichev (“Transferor”).
Transferee and Transferor are collectively referred to as the “Parties”, and each, a
“Party”.
  R
E C I T A L S
  WHEREAS, Transferor desires to
transfer and Transferee desires to receive, the assets of Transferor set forth
on Schedule 1.1
attached hereto;
  NOW, THEREFORE, in
consideration of the above recitals and mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree to the definitions set forth on
pages 2, 3 and 4, and as follows:
  ARTICLE
1
  TRANSFER
OF ASSETS
  1.1          Transfer of the Transferred
Assets.  On and subject to the terms and conditions of this
Agreement, Transferor agrees to transfer to Transferee, all of the Transferred
Assets in exchange for the Revenue Distribution (as defined
below).  On the Closing Date, the Assets shall be assigned,
transferred and conveyed to Transferee free and clear of all Encumbrances,
except as provided herein, and Transferee will acquire and accept the
Transferred Assets and will assume the Assumed Liabilities.  The
transferred assets shall be defined as the assets set forth on Schedule 1.1 attached
hereto (collectively, the “Transferred Assets”).
  1.2          1.2
Assumed
Liabilities.  For purposes of this Agreement, “Assumed Liabilities”
shall mean only the Liabilities of any kind whatsoever arising out of or
relating to the Transferred Assets or the operation of the Transferee’s business
after the Closing Date, including any infringement claims related to the
Transferred Assets asserted after the Closing Date.
  1.3          Revenue Distribution;
Payment.  As payment for the Transferred Assets, free and clear
of all Encumbrances, Transferee agrees pay Transferor an amount equal to ten
percent (10%) of Transferee’s Net Operating Income as determined in accordance
with GAAP standards (to the extent there is such Net Operating Income) (the
“Revenue
Distribution”) within 30 days after the end of each
quarter.  “Net Operating Income” shall be defined as Transferee’s
operating income after operating expenses are deducted, but before income taxes
and interest are deducted.
  5
  ARTICLE
2
  CLOSING
DELIVERIES
  2.1          Closing.  The
closing of the transfer of the Transferred Assets (the “Closing”) shall take
place at the offices of Fortis General Counsel, LLP, 120 Vantis, Suite 440,
Aliso Viejo, CA 92656, following the satisfaction or waiver of all conditions to
the obligations of the parties hereto to consummate the transfer of the
Transferred Assets (other than conditions with respect to actions the respective
parties will take at the Closing itself, but subject to the fulfillment or
waiver of those conditions) or such later date as the parties may mutually
determine (the “Closing
Date”).
  2.2          Closing Deliveries by
Transferor.  On the Closing Date, Transferor shall deliver or
cause to be delivered to Transferee:
  (a)           A
duly executed Bill of Sale, Assignment and Assumption Agreement, in
substantially the form attached hereto as Exhibit A (the “Bill of Sale, Assignment and
Assumption Agreement”);
  (b)           Such
other certificates, opinions, documents or instruments as may reasonably be
requested by Transferee, consistent with the terms of and transactions
contemplated by this Agreement.
  2.3          Closing Deliveries by
Transferee.  Except as specified otherwise, concurrently with
the execution of this Agreement, Transferee shall deliver to Transferor:
  (a)           A
duly executed Bill of Sale, Assignment and Assumption Agreement;
  ARTICLE
3
  REPRESENTATIONS
AND WARRANTIES OF TRANSFEROR
  The
Transferor represents and warrants to Transferee that the following statements
contained in this Article 3 are true,
correct and complete as of the Closing Date (except as expressly provided in a
representation or warranty):
  3.1          Power and
Authority;
Enforceability.  Transferor has all requisite power and
authority to enter into each of the TransactionDocuments to which
Transferor is a party and to consummate the transactions contemplated hereby or
thereby.  The execution and delivery of each of the Transaction
Documents by Transferor and the consummation by Transferor of the transactions
contemplated hereby or thereby have been duly authorized by all necessary action
on the part of Transferor.  Each of the Transaction Documents has
been, or upon execution and delivery will be, duly executed and delivered and
constitute, or upon execution and delivery will constitute, the valid and
binding obligations of the Transferor, enforceable against such Transferor in
accordance with their terms.
  6
  3.2          No Conflict; Required
Consents.  The execution and delivery of the Transaction
Documents by Transferor does not, and the performance by Transferor of the
transactions contemplated hereby or thereby will not, (a) violate, conflict
with, or result in a violation or breach of, or constitute a default (with or
without due notice or lapse of time or both) under, or permit the termination
of, or result in the acceleration of, or entitle any party to accelerate any
obligation of Transferor, or result in the loss of any benefit, or give rise to
the creation of any lien, upon any property or asset of Transferor under any of
the terms, conditions or provisions of any instrument or obligation to which any
property or asset of Transferor may be bound or subject, or (b) violate any Law
applicable to Transferor or by which or to which any property or asset of
Transferor is bound or subject.  No consent, approval, waiver or
authorization is required to be obtained by Transferor from any Person in
connection with the execution, delivery and performance by Transferor of this
Agreement (the “Required Third Party
Consents”).
  3.3          Availability, Title to and
Condition of Transferred Assets.  All of the Transferred Assets
that consists of Personal Property, whether owned or leased, has been maintained
in accordance with normal industry practice.  Transferor has good and
defensible title to all Personal Property that is part of the Transferred Assets
that it purports to own, free and clear of any
Encumbrances.
  3.4          Title to
Assets.  Transferor has good and valid title to, or in the case
of any leased property has a valid leasehold interest in, all of the Transferred
Assets, free and clear of all Encumbrances, except as provided
herein.
  3.5          No Brokers or
Finders.  No agent, broker, finder or investment or commercial
banker, or other Person or firm engaged by or acting on behalf of Transferor in
connection with the negotiation, execution or performance of this Agreement or
the transactions contemplated by this Agreement, is or will be entitled to any
broker’s or finder’s or similar fees or other commissions as a result of this
Agreement or such transactions.
  3.6          Legal
Proceedings.  To the knowledge of Transferor, no Law has been
enacted, entered, issued, promulgated or enforced by any Governmental Entity
that prohibits or restricts the transactions contemplated by this
Agreement.  Transferor has received no written notice from any
Governmental Entity that consummation of the transactions contemplated by this
Agreement would constitute a violation of any Laws.
  ARTICLE
4
  REPRESENTATIONS
AND WARRANTIES OF TRANSFEREE
  Transferee
represents and warrants to Transferor that the statements contained in this
Agreement are true, correct and complete as of the Closing Date (except as
expressly provided in a representation or warranty).
  4.1          Organization and Related
Matters.  Transferee is a corporation duly organized, validly
existing and in good standing under the Laws of the state of
Delaware.  Transferee has all necessary corporate power and authority
to carry on its business as now being conducted.
  7
  4.2          Authority.  Transferee
has all requisite corporate power and authority to enter into each of the
TransactionDocuments to which
Transferee is a party and to consummate the transactions contemplated hereby or
thereby.  The execution and delivery of each of the Transaction
Documents by Transferee and the consummation by Transferee of the transactions
contemplated hereby or thereby have been duly authorized by all necessary action
on the part of Transferee.  Each of the Transaction Documents has
been, or upon execution and delivery will be, duly executed and delivered and
constitute, or upon execution and delivery will constitute, the valid and
binding obligations of Transferee, enforceable against Transferee in accordance
with their terms, subject to applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and similar laws affecting creditors’
rights and remedies generally, and to general principles of equity (regardless
of whether enforcement is sought in a proceeding at law or in
equity).
  4.3          No
Conflicts.  The execution and delivery of the Transaction
Documents by Transferee does not and the performance by Transferee of the
transactions contemplated hereby or thereby will not (a) violate, conflict with,
or result in any breach of any provision of Transferee’s Organizational
Documents, (b) violate, conflict with, or result in a violation or breach of, or
constitute a default (with or without due notice or lapse of time or both)
under, or permit the termination of, or result in the acceleration of, or
entitle any party to accelerate any obligation of Transferee, or result in the
loss of any benefit, or give rise to the creation of any lien, upon any property
or asset of Transferee under any of the terms, conditions or provisions of any
instrument or obligation to which any property or asset of Transferee may be
bound or subject, or (c) violate any Law applicable to Transferee or by which or
to which any property or asset of Transferee is bound or subject.
  4.4          No Brokers or
Finders.   No agent, broker, finder or investment or
commercial banker, or other Person or firm engaged by or acting on behalf of
Transferee in connection with the negotiation, execution or performance of this
Agreement or the transactions contemplated by this Agreement, is or will be
entitled to any broker’s or finder’s or similar fees or other commissions as a
result of this Agreement or such transactions.
  4.5          Legal
Proceedings.  To the knowledge of Transferee, no Law has been
enacted, entered, issued, promulgated or enforced by any Governmental Entity
that prohibits or restricts the transactions contemplated by this
Agreement.  Transferee has received no written notice from any
Governmental Entity that consummation of the transactions contemplated by this
Agreement would constitute a violation of any Laws.
  ARTICLE
5
  COVENANTS
  5.1          Cooperation.  At
all times following the Closing Date, each party agrees (a) to furnish upon
request to each other party such further information, (b) to execute and
deliver to each other party such other documents, and (c) to do such other
acts and things, all as another party may reasonably request for the purpose of
carrying out the intent of this Agreement, the other Transaction Documents, and
the transactions contemplated by this Agreement and the other Transaction
Documents.
  8
  5.2           Tax
Matters.
  (a)           Notwithstanding
anything herein to the contrary, Transferor shall be liable for and shall pay
any transfer Taxes or other similar tax imposed in connection with the transfer
of the Transferred Assets pursuant to this Agreement.
  (b)           Transferor
and Transferee shall cooperate, to the extent reasonably requested by the other
party, in connection with the preparation and filing of Tax Returns and any
audit, litigation, or other proceeding involving Taxes.  Cooperation
shall include the retention and, upon the other party’s request, the provision
of records and other information reasonably relevant to the preparation of a Tax
Return or the conduct of an audit, litigation, or other proceeding.
  5.3          
Covenants Against
Disclosure.  Except as may be required by law, Transferor and
its affiliates agree not to (i) disclose to any Person in any manner, directly
or indirectly, any confidential information or data ownership of which is
transferred to Transferee pursuant to this Agreement whether of a technical or
commercial nature, or (ii) use, or permit or assist, by acquiescence or
otherwise, any Person to use, in any manner, directly or indirectly, any such
information or data, except to the extent that Transferor has retained rights
therein as provided herein and excepting disclosure of such data or information
as is at the time generally known to the public and which did not become
generally known through any breach of any provision of this Section 5.3 hereof by
Transferor.
  ARTICLE
6
  CLOSING
CONDITIONS
  6.1          Conditions Precedent to
Obligations of Transferee.  Transferee’s obligation to
consummate the transfer of the Transferred Assets and the other transactions
contemplated to occur in connection with the Closing is subject to the
satisfaction of each condition precedent listed in this Section 6.1, or the
waiver of such condition by Transferee, in its sole and absolute discretion.
  (a)           Accuracy of Representations
and Warranties.  The representations and warranties of
Transferor set forth in Article 3, or in
any written certificate delivered to Transferee by Transferor pursuant to this
Agreement, shall have been true and correct on and as of the Closing Date
(except to the extent such representation or warranty specifies an earlier
date).
  (b)           Compliance with
Obligations.  Transferor shall have performed all obligations
and covenants required to be performed by Transferor under this Agreement prior
to the Closing Date.
  (c)           Deliverables.  Transferor
shall have delivered all of Transferor’s deliverables set forth in Section 2.2
hereof.
  6.2          Conditions Precedent to
Obligations of Transferor.  Transferor’s obligation to
consummate the sale of the Transferred Assets and the other transactions
contemplated to occur in connection with the Closing is subject to the
satisfaction of each condition precedent listed below, or the waiver of such
condition by Transferor, in Transferor’s sole and absolute
discretion.
  9
  (a)           Accuracy of Representations
and Warranties.  The representations and warranties of
Transferee set forth in Article 4, or in any
written certificate delivered to Transferor by Transferee pursuant to this
Agreement, shall have been true and correct on and as of the Closing Date
(except to the extent such representation or warranty specifies an earlier
date).
  (b)           Compliance with
Obligations.  Transferee shall have performed all obligations
and covenants required to be performed by Transferee under this Agreement prior
to the Closing Date.
  (c)           Deliverables.  Transferee
must have delivered all of Transferee’s deliverables set forth in Section 2.3
hereof.
  ARTICLE
7
  INDEMNIFICATION
  7.1           Survival of Representations
and Warranties.  Each representation and warranty of Transferor
contained in Article 3 and any certificate related to such representations and
warranties will survive the date hereof and continue in full force and effect
for two (2) years thereafter.
  7.2           Indemnification
by Transferor.  Transferor will indemnify and hold harmless Transferee
and its respective representatives, members, managers, controlling persons,
affiliates, successors and assigns (collectively, the “Indemnified Transferee
Parties”) for, and will pay to the Indemnified Transferee Parties the
Losses arising directly or indirectly from or in connection with the
following:
  (a)               any
and all Losses caused by, resulting or arising from or otherwise relating to any
failure by Transferor to perform or otherwise fulfill or comply with any
agreement or obligation to be performed, fulfilled or complied with by
Transferor hereunder or under any other document executed and delivered in
connection with this Agreement;
  (b)               any
and all Losses caused by, resulting or arising from or otherwise relating to any
breach of any representation or warranty of Transferor contained in this
Agreement and any other document executed and delivered in connection with this
Agreement;
  (c)               all
Losses caused by, resulting or arising from or otherwise relating to any of the
Excluded Liabilities or the period prior to the Closing Date;
and
  10
  (d)               all
Losses resulting from any and all actions, suits, proceedings, claims and
demands, including reasonable attorneys’ fees in connection with any of the
foregoing or such indemnification.
  7.3           Limitations on
Indemnification Liability.  Any claims any Indemnified
Transferee Party makes under this Article 7 will be limited as
follows:
  (a)               Reduction
for Insurance Claims.  The amount of Losses required to be paid for
Losses will be reduced to the extent of any amounts an Indemnified Transferee
Party actually receives pursuant to the terms of the insurance policies (if any)
covering such indemnification claim.
  (b)               Limitations
on Transferor’s Liability.  The Transferor’s aggregate Liability for
money Losses under this Agreement related to Breaches of the representations,
warranties, and covenants herein will not exceed an amount equal to the
aggregate Revenue Distribution amount received by Transferor; provided that the
limitation contemplated hereby will not be applicable with respect to instances
of fraud or willful breach by Transferor.
  7.4           Remedies
Cumulative.  Except as herein expressly provided, the remedies
provided herein shall be cumulative and shall not preclude assertion by any
party hereto of any other rights or the seeking of any other remedies against
any other party hereto.
  ARTICLE
8
  GENERAL
  8.1           Amendments;
Waivers.  This Agreement and any schedule or exhibit attached
hereto may be amended only by agreement in writing of all parties.  No
waiver of any provision nor consent to any exception to the terms of this
Agreement or any agreement contemplated hereby shall be effective unless in
writing and signed by the party to be bound and then only to the specific
purpose, extent and instance so provided.
  8.2           Schedules; Exhibits;
Integration.  Each schedule and exhibit delivered pursuant to
the terms of this Agreement shall be in writing and shall constitute a part of
this Agreement.  This Agreement, together with such schedules and
exhibits, constitutes the entire agreement among the parties pertaining to the
subject matter hereof and supersedes all prior agreements and understandings of
the parties in connection therewith.
  8.3          Interpretation.  For
all purposes of this Agreement, except as otherwise indicated,
  (a)           the
terms defined herein have the meanings assigned to them in this Agreement and
include the plural as well as the singular,
  (b)           all
accounting terms not otherwise defined herein have the meanings assigned under
GAAP,
  11
  (c)           pronouns
of either gender or neuter shall include, as appropriate, the other pronoun
forms,
  (d)           the
words “include” and “including” shall be without limitation and shall be
construed to mean “include, but not be limited to” or “including, without
limitation”,
  (e)           references
to exhibits, schedules, Articles, Sections and paragraphs shall be references to
the exhibits, schedules, Articles, Sections and paragraphs of this Agreement,
and
  (f)           the
words “herein,” “hereof” and “hereunder” and other words of similar import refer
to this Agreement as a whole and not to any particular Article, Section or other
subdivision.
  8.4          Arbitration; Service of
Process.
  (a)           Arbitration. Any
dispute or claim hereunder between the named Parties shall be resolved by
binding arbitration before the American Arbitration Association in Orange
County, California under the laws of the State of California. This shall be the
exclusive remedy between the Parties, and both parties hereby give up any rights
to trial by jury, court, appeal, or any other judicial mechanism for resolving
disputes.
  (b)           Service of
Process.  Any Party may make service on any other Party by
sending or delivering a copy of the process to the Party to be served at the
address and in the manner provided for the giving of notices in Section
8.9.  Nothing in this Section 8.4(b) will
affect any Party’s right to serve legal process in any other manner permitted at
Law or in equity.
  8.5          Assignment.  Neither
this Agreement (nor any other Transaction Document) nor any rights or
obligations under any of them are assignable by Transferor without the prior
written consent of the Transferee.
  8.6          Headings.  The
descriptive headings of the articles, sections and subsections of this Agreement
are for convenience only and do not constitute a part of this
Agreement.
  8.7          Counterparts.  This
Agreement may be executed in any number of counterparts, any of which may be
executed and transmitted by facsimile, and each of which shall be deemed an
original of this Agreement, and all of which, when taken together, shall be
deemed to constitute one and the same Agreement.
  8.8          Parties in
Interest.  This Agreement shall be binding upon and inure to
the benefit of each party, and nothing in this Agreement, express or implied, is
intended to confer upon any other Person any rights or remedies of any nature
whatsoever under or by reason of this Agreement.  Nothing in this
Agreement is intended to relieve or discharge the obligation of any third Person
to any party to this Agreement.
  8.9          Notices.  Any
notice or other communication hereunder must be given in writing and either
(a) delivered in Person, (b) transmitted by telefax or
telecommunications mechanism provided, that
receipt is confirmed and any notice so given is also mailed as provided in the
following clause (c), or (c) mailed by certified or registered mail,
postage prepaid, return receipt requested as follows:
  12
  If
to Transferee, addressed to:
  Innovative
Wireless Technologies, Inc.
 Address:
306 N. West El Norte Pkwy
 Escondido,
CA 92026
 Email:
palpatov@mail.ru
 Fax:
  If
to Transferor, addressed to:
  To be
provided by the Transferor
  or to
such other address or to such other Person as either party shall have last
designated by such notice to the other party.  Each such notice or
other communication shall be effective (i) when delivered in Person,
(ii) if given by telecommunication, when transmitted to the applicable
number so specified in (or pursuant to) this Section 8.9 and
an appropriate confirmation is received, and (iii) if given by mail, three
(3) Business Days after delivery or the first attempted delivery.
  8.10                     Expenses.  Except
as otherwise set forth in this Agreement, each of Transferor and Transferee
shall pay its own expenses incident to the negotiation, preparation and
performance of this Agreement and the transactions contemplated hereby,
including but not limited to the fees, expenses and disbursements of its
accountants and counsel and of securing third party consents and approvals
required to be obtained by it.
  8.11                     Waiver.  No
failure on the part of any party to exercise or delay in exercising any right
hereunder shall be deemed a waiver thereof, nor shall any single or partial
exercise preclude any further or other exercise of such or any other
right.
  8.12                     Representation By Counsel;
Interpretation.  Transferor and Transferee each acknowledge
that each party to this Agreement has been represented by counsel in connection
with this Agreement and the transactions contemplated by this
Agreement.  Accordingly, any rule of Law or any legal decision that
would require interpretation of any claimed ambiguities in this Agreement
against the party that drafted it has no application and is expressly
waived.  The provisions of this Agreement shall be interpreted in a
reasonable manner to effect the intent of Transferee and
Transferor.
  8.13                     Severability.  If
any provision of this Agreement is determined to be invalid, illegal or
unenforceable by any Governmental Entity, the remaining provisions of this
Agreement shall remain in full force and effect; provided that the essential
terms and conditions of this Agreement for all parties remain valid, binding and
enforceable.  In the event of any such determination, the parties
agree to negotiate in good faith to modify this Agreement to fulfill as closely
as possible the original intents and purposes hereof.  To the extent
permitted by Law, the parties hereby to the same extent waive any provision of
Law that renders any provision hereof prohibited or unenforceable in any
respect.
  13
  8.14                     Recitals.  The
recitals are fully incorporated into this Agreement by reference.
  8.15                     Governing
Law.  This Agreement shall be governed by and construed in
accordance with the internal laws of the State of California, without regard to
the conflicts of laws provisions of the State of California or any other
state.
  
  [Remainder
of page left intentionally blank]
  14
  IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
first written above.
  
  TRANSFEREE
 
 INNOVATIVE
WIRELESS TECHNOLOGIES, INC.
 a
Delaware corporation
 
 
 
 /s/ Pavel
Alpatov
 PAVEL
ALPATOV
 Chief
Executive Officer
 
 
 TRANSFEROR
 
 
 /s/ Sergei
Mironichev
 SERGEI
MIRONICHEV
  15
  EXHIBIT
A
 
 BILL OF SALE, ASSIGNMENT AND
ASSUMPTION AGREEMENT
  THIS BILL
OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Bill of Sale”) is
entered into on this 13th day of August, 2010 by and between Innovative Wireless
Technologies, Inc., a Delaware corporation (formerly known as Bayrock Ventures,
Inc.) (“Transferee”), and
Sergei Mironichev (“Transferor”).
  RECITALS
  WHEREAS, Simultaneously with
the execution of this Agreement, the Transferee and the Transferor are entering
into an Asset Transfer Agreement (the “Transfer Agreement”)
pursuant to which the Transferor has agreed to sell to the Transferee, and the
Transferee has agreed to transfer from the Transferor, the Transferred Assets
(capitalized terms used herein and not otherwise defined shall have the meanings
ascribed to such terms in the Transfer Agreement);
  WHEREAS, pursuant to the
Transfer Agreement, the Transferee has agreed to assume the Assumed Liabilities;
and
  WHEREAS, the Transferor
desires to transfer and assign to the Transferee all of the Transferor’s right,
title, privilege and interest in and to the Transferred Assets and the Assumed
Liabilities, and the Transferee desires to accept the sale, transfer,
conveyance, assignment and delivery of the Transferred Assets and the Assumed
Liabilities.
  NOW, THEREFORE, in
consideration of and incorporating the foregoing premises, and good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
  1.
              Conveyance of the
      Transferred Assets.
  (a)           Pursuant
to the terms of the Transfer Agreement, the Transferor does hereby irrevocably
grant, sell, transfer, convey, assign and deliver to the Transferee, all of the
Transferor’s right, title, privilege and interest in and to the Transferred
Assets, to have and to hold the same unto the Transferee, its successors and
assigns, forever.
  (b)           The
Transferee hereby accepts the grant, sale, transfer, conveyance, assignment and
delivery of the Transferred Assets.
  2.           Assumption of Assumed
Liabilities.  Pursuant to the terms of the Transfer Agreement,
the Transferee hereby undertakes and agrees from and after the date hereof to
assume and to pay, perform and discharge in accordance with their respective
terms, the Assumed Liabilities.
  3.
              Miscellaneous.
  (a)           This
Bill of Sale may be executed in two or more counterparts, all of which shall be
considered one and the same instrument and shall become effective when one or
more counterparts have been signed by each of the parties and delivered to the
other party.  This Bill of Sale may be executed by facsimile signature
and a facsimile signature shall constitute an original for all
purposes.
  16
  (b)           This
Bill of Sale will be deemed to be a
contract made under the laws of the State of California, and for all purposes
will be governed by and interpreted in accordance with the laws prevailing in
the State of California, without regard to the conflicts of laws provisions of
the State of California or any other state.
  (c)           Whenever
possible, each provision or portion of any provision of this Bill of Sale shall
be interpreted in such manner as to be effective and valid under applicable Law,
but if any provision or portion of any provision of this Bill of Sale is held to
be invalid, illegal or unenforceable in any respect under any applicable Law or
rule in any jurisdiction, such invalidity, illegality or unenforceability shall
not affect any other provision or portion of any provision in such jurisdiction,
and this Bill of Sale shall be reformed, construed and enforced in such
jurisdiction as if such invalid, illegal or unenforceable provision or portion
of any provision had never been contained herein.
  (d)           Notwithstanding
any other provisions of this Bill of Sale to the contrary, nothing contained in
this Bill of Sale shall in any way supersede, modify, replace, amend, change,
rescind, waive, exceed, expand, enlarge or in any way affect the provisions,
including the covenants, agreements, conditions, representations or warranties
or, in general any of the rights and remedies, or any of the obligations and
indemnifications, of the parties set forth in the Transfer Agreement. This Bill
of Sale is intended only to affect the assignment and assumption of certain
assets and liabilities in accordance with the Transfer Agreement and shall be
governed entirely in accordance with the terms and conditions of the Transfer
Agreement.  In the event of a conflict or inconsistency between the
terms of the Transfer Agreement and the terms hereof, the terms of the Transfer
Agreement shall govern.
  [Signature
Page Follows]
  17
  IN WITNESS WHEREOF, the
parties hereto have caused this Bill of Sale, Assignment and Assumption
Agreement to be executed by their duly authorized officers as of the date first
written above.
  
  TRANSFEREE
 
 INNOVATIVE
WIRELESS TECHNOLOGIES, INC.
 a
Delaware corporation
 
 
 
 /s/ Pavel
Alpatov
 PAVEL
ALPATOV
 Chief
Executive Officer
 
 
 TRANSFEROR
 
 
 
 /s/ Sergei
Mironichev
 SERGEI
MIRONICHEV
 
  18
  Schedule
1.1
 
 Transferred
Assets
 
 1.           U.S.
Provisional Application Serial No. 61/296,235 entitled “Smart Tactical
Flashlight” and any subsequent filings based on same.
  2.           U.S.
Provisional Application Serial No. 61/296,251 entitled “Mounting Brackets for
Connecting Tubular Bodies” and any subsequent filings based on
same.
  3.           U.S.
Provisional Application Serial No. 61/296,257 entitled “Smart Shooting Range”
and any subsequent filings based on same.
  4.           U.S.
Provisional Application Serial No. 61/296,262 entitled “Smart Target
Surveillance System” and any subsequent filings based on same.
  5.           U.S.
Provisional Application Serial No. 61/296,265 entitled “Smart Coordinator and
Video Safeguard System” and any subsequent filings based on same.
  6.           U.S.
Provisional Application Serial No. 61/296,269 entitled “Smart Battery” and any
subsequent filings based on same.
  7.           U.S.
Provisional Application Serial No. 61/313,662 entitled “Coordinator Module” and
any subsequent filings based on same.
  8.           U.S.
Provisional Application Serial No. 61/324,565 entitled “Ultra Power Supply” and
any subsequent filings based on same.
  9.           U.S.
Provisional Application Serial No. 61/353,327 entitled “Smart Lighting System
and method thereof” and any subsequent filings based on same.
  19